First Amendment to Agreement and Plan of Merger among Canwealth Minerals Corporation, USG1, Inc., and Stockholder Representative

FIRST AMENDMENT

TO

AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is entered into as of January 15, 2013, by and among Canwealth Minerals Corporation, a Delaware corporation (“Canwealth”), USG1, Inc., a Delaware corporation (“USG1”), and Kimi Royer, as representative of the USG1 Stockholders (the “Stockholder Representative”). Canwealth, USG1 and the Stockholder Representative are sometimes collectively referred to herein as the “Parties.”

WITNESSETH

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated August 10, 2012 (the “Merger Agreement”).

WHEREAS, the Parties desire to amend the Merger Agreement as provided herein.

NOW, THEREFORE, in accordance with Section 5.02 of the Merger Agreement, the Parties hereby agree as follows:

1.            Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

2.            The Outside Date shall be extended until January 31, 2013.

3.            This Amendment may be executed in any number of counterparts, all of which, when taken together, will be deemed to constitute one and the same agreement. Signatures delivered by facsimile or electronic mail shall be deemed original signatures for all purposes of this Amendment.

4.            Except for the amendment to the Merger Agreement specifically set forth in this Amendment, the Merger Agreement shall remain in full force and effect in all respects.

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IN WITNESS WHEREOF, the parties have executed this First Amendment to Agreement and Plan of Merger as of the date first written above.